(Former name, former address
and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (check one):

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell
company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of August 6, 2012, 2012, there were 32,087,827 shares
of Class A common stock, $0.0166 par value per share, outstanding; and 1,000,000 shares of Class B preferred cumulative participating
super voting stock, $0.0166 par value per share, outstanding.

ATTUNE RTD

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED
JUNE 30, 2012

INDEX

Index

Page

Part I.

Financial Information

Item 1.

Financial Statements

Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011.

F-1

Statements of Operations for the three and six months ended June 30, 2012 and 2011, and the period from July 14, 2007 (Inception) to June 30, 2012 (unaudited).

F-2

Statements of Cash Flows for the six months ended June 30, 2012 and 2011, and the period from July 14, 2007 (Inception) through June 30, 2012 (unaudited).

F-3

Notes to Financial Statements (unaudited).

F-4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

4

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

5

Item 4.

Controls and Procedures.

6

Part II.

Other Information

Item 1.

Legal Proceedings.

7

Item 1A.

Risk Factors

7

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

7

Item 3.

Defaults Upon Senior Securities.

7

Item 4.

(Removed and Reserved).

7

Item 5.

Other Information.

7

Item 6.

Exhibits.

7

Signatures

8

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

This Quarterly Report on Form 10-Q of Attune RTD, a Nevada
corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private
Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”,
“will”, “should”, “could”, “expects”, “plans”, “intends”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of such terms and other comparable terminology. These forward-looking statements include,
without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures
as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment
within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking
statements and/or predictions include, among other things: our ability to generate meaningful revenues, whether our products will
ever be sold on a mass market commercial basis, our ability to protect our intellectual property, the Company’s need for
and ability to obtain additional financing, the exercise of the approximately 94.2% control the Company’s officers and directors
collectively hold of the Company’s voting securities, other factors over which we have little or no control, and other factors
discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in
this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations,
discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise
publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as
of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Reclassification of equity to liability to guarantee equity value due to price guarantee upon conversion

$

-

$

-

$

70,000

Reclassification of accounts payable to liability to guarantee equity value due to price guarantee upon conversion

$

-

$

-

$

48,980

Redemption of stock by officers for loan repayment

$

-

$

-

$

175,825

Prepaid Common stock issued for services

$

-

$

-

$

-

Common Stock Payable for future performance of services

$

17,500

$

-

$

17,500

Financing of Software Costs

$

-

$

117,270

$

117,270

Financing of Truck Purchase

$

-

$

114,190

$

114,190

Capitalization of Deferred Financing Costs

$

-

$

-

$

2,500

Capitalization of Derivative Liability

$

-

$

-

$

-

Conversion of Convertible Note

$

8,000

$

-

$

8,000

The accompanying unaudited notes are an integral part of these Financial Statements

F-3

ATTUNE RTD

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

1.

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

The Company was incorporated on December 19, 2001 under the
name Catalyst Set Corporation and was dormant until July 14, 2007. On September 7, 2007, the Company changed its name to Interfacing
Technologies, Inc. On March 24, 2008, the name was changed to Attune RTD.

Attune RTD (“The Company”, “us”,
”we”, ”our”) was formed in order to provide developed technology related to the operations of energy efficient
electronic systems such as swimming pool pumps, sprinkler controllers and heating and air conditioning controllers among others.

The Company is presented as in the development stage from
July 14, 2007 (Inception of Development Stage) through June 30, 2012. To-date, the Company’s business activities during development
stage have been corporate formation, raising capital and the development and patenting of its products with the hopes of entering
the commercial marketplace in the near future.

USE OF ESTIMATES

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates. Significant estimates in the accompanying financial statements include the estimates of depreciable lives
and valuation of property and equipment, allowances for losses on loans receivable, valuation of deferred patent costs, valuation
of equity based instruments issued for other than cash, valuation of officer’s contributed services, and the valuation allowance
on deferred tax assets.

CASH AND CASH EQUIVALENTS

For the purposes of the statements of cash flows, the Company
considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
There were no cash equivalents at June 30, 2012 and December 31, 2011.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. Depreciation
is computed using the straight-line method based on the estimated useful lives of the related assets of five years. Expenditures
for additions and improvements are capitalized while maintenance and repairs are expensed as incurred.

REVENUE RECOGNITION

We recognize revenue when the following criteria have been
met: persuasive evidence of an arrangement exists, the fees are fixed or determinable, no significant company obligations remain,
and collection of the related receivable is reasonably assured.

The company recognizes revenue in the same period in which
they are incurred from its business activities when goods are transferred or services rendered. The company’s revenue generating
process consists of the sale of its proprietary technology or the rendering of professional services consisting of consultation
and engineering relating types of activity within the industry. The company’s current billing process consists of generating
invoices for the sale of its merchandise or the rendering of professional services. Typically, invoices are accepted by vendor
and payment is made against the invoice within 60 days upon receipt.

There were limited revenues for the three
months ending June 30, 2012. Revenues were generated from three customers with the largest customer accounting for 86% of the
revenue.

DEFERRED PATENT COSTS AND TRADEMARK

Patent costs are stated at cost (inclusive of perfection
costs) and will be reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods to
be benefited (twenty years) if and once the patent has been granted by the United States Patent and Trademark office (“USPTO”).
The Company will write-off any currently capitalized costs for patents not granted by the USPTO. Currently, the Company has four
patents pending with the USPTO.

F-4

Trademark costs are capitalized on our balance sheet during
the period such costs are incurred. The trademark is determined to have an indefinite useful life and is not amortized until such
useful life is determined no longer indefinite. The trademark is reviewed for impairment annually. On December 31, 2011, the company
evaluated and fully impaired all patents and trademarks due to uncertainty regarding funding of future cost.

SOFTWARE LICENSE

The Company capitalized its purchase of a software license
in March 2011. The license is being amortized over 60 months following the straight-line method and included in Other Assets on
the balance sheet in accordance to ASC 350. During the three months ended June 30, 2012, the company recorded $5,850 of amortization
expense related to the license.

ACCOUNTING FOR DERIVATIVES

The Company evaluates its convertible
instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting
treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In
the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as
other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion
date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become
subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification
date.

We analyzed the derivative financial instruments (the Convertible
Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked
financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would
enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument
that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock.
A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted
for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s
own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the
instrument's settlement provisions.

The Company utilized multinomial lattice models that value
the derivative liability within the notes based on a probability weighted discounted cash flow model.

The Company utilized the fair value standard set forth
by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred)
or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company accounts for long-lived
assets in accordance with “Accounting for the Impairment or Disposal of Long-Lived Assets” (ASC 360-10). This statement
requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell.

F-5

In December 2011, the Company assessed
its patents and trademarks and based on uncertainty of future funding and commercialization the Company recognized a loss on its
trademark and patents in the amount of $62,633, the carrying value at the time of impairment.

RESEARCH AND DEVELOPMENT

In accordance generally accepted accounting principles (ASC
730-10), expenditures for research and development of the Company’s products are expensed when incurred, and are included
in operating expenses.

ADVERTISING

The Company conducts advertising for the promotion of its
products and services. In accordance with generally accepted accounting principles (ASC 720-35), advertising costs are charged
to operations when incurred; such amounts aggregated $0 and $0 for the three months ended June 30, 2012 and 2011, respectively.

STOCK-BASED COMPENSATION

Compensation expense associated with the granting of stock
based awards to employees and directors and non-employees is recognized in accordance with generally accepted accounting principles
(ASC 718-20) which requires companies to estimate and recognize the fair value of stock-based awards to employees and directors.
The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service
periods using the straight-line attribution method.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company’s financial instruments,
including cash, loans receivable and current liabilities, approximate fair value because of their short maturities. Based upon
the Company’s estimate of its current incremental borrowing rate for loans with similar terms and average maturities, the
carrying amounts of loans payable, and capital lease obligations approximate fair value. The Company adopted the provisions of
SFAS 157 (ASC 820) on January 1, 2008.

The Company values it non-employee equity based payments
utilizing marked to market, under ASC 505-50.

F-6

ATTUNE RTD

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

BASIC AND DILUTED NET LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing the net
loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed
by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential
common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable
upon exercise of common stock equivalents such as stock options and convertible debt instruments. Potentially dilutive securities
are excluded from the computation if their effect is anti-dilutive. As a result; the basic and diluted per share amounts for all
periods presented are identical.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”,
which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company
on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the
statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit
or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase
the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single
continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income.
The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value
Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”,
which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and
disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level
3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used
by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2)
for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for
the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the
fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between
Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. The Company
does not expect that the guidance effective in future periods will have a material impact on its financial statements.

Restructuring is a Troubled Debt Restructuring”. This
amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the
definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR,
certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning
on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year
of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its financial
statements.

In January 2010, the FASB issued an amendment to ASC 820,
Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale
for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding
purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company
is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with
the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective
for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact
on the Company’s financial statements.

2.

GOING CONCERN

The accompanying condensed financial statements have been
prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation
of the Company as a going concern. For the six months ended June 30, 2012, the Company had a net loss of $414,675; net cash used
in operations of $330,445 and was a development stage company with limited revenues. In addition, as of June 30, 2012, the Company
had a working capital deficit of $484,211, and a deficit accumulated during the development stage of $4,341,089.

F-7

These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future
effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from
the outcome of these uncertainties.

In order to execute its business plan, the Company will need
to raise additional working capital and generate revenues. There can be no assurance that the Company will be able to obtain the
necessary working capital or generate revenues to execute its business plan.

Management’s plan in this regard, includes completing
product development, generating marketing agreements with product distributors and raising additional funds through a private placement
offering of the Company’s common stock.

Management believes its business development and capital
raising activities will provide the Company with the ability to continue as a going concern.

3.

SOFTWARE LICENSE

The terms and conditions of the license arrangement that
we have in place with our vendor for software is based on a sixty month buyout agreement for a Perpetual License payable in equal
consecutive monthly installments in the amount of $5,650. The monthly payment includes interest, a one-time software license fee
of $142,669 and associated maintenance fees, “the rider”. This agreement grants Attune the non exclusive, non transferable
right to use the specified software in object code form only on its designated servers. The Rider and the installments may not
be canceled. If installments are not made when due, and the default continues for 30 days after notice, the remaining unpaid balance
of the One-Time License Fee shall be immediately due and payable. The company may prepay the balance of remaining installments
at any time, with an appropriate credit, as determined by IBI, for the future portion of the interest. Maintenance will be provided
for the balance of the designated period. Vendor may transfer and assign the Licensee’s payment obligation hereunder. The
“Buyout Fee” is subject to adjustment in the event of upgrades.

A portion of the payments as relating to the one time license
fee are capitalized and included in Other Assets on the balance sheet in accordance with ASC 350, whereas the amount due over the
course of the license agreement for this onetime fee is included as long term debt on the balance sheet (net of discount and current
portion). The portion of the monthly installments as relating to maintenance fees are expensed as incurred.

4.

CONVERTIBLE NOTE AND FAIR VALUE MEASUREMENTS

On October 2011, the Company issued convertible promissory
note in the amount of $42,500. The convertible note has a maturity date of July 2012 and an annual interest rate of 8% per annum.
The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable
shares of Common Stock. The note has a conversion price of 58% of the average of the three lowest closing bid stock prices over
the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion
the company recorded a derivative liability. The derivative feature of the note taints all existing convertible instruments, specifically
the 900,000 warrants (term of 3 years) the company issued on April 2010 with an exercise price of $0.40.

On January 5, 2012, the Company issued convertible promissory
note in the amount of $42,500. The convertible note has a maturity date of July 2012 and an annual interest rate of 8% per annum.
The holder of the note has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable
shares of Common Stock. The note has a conversion price of 58% of the average of the three lowest closing bid stock prices over
the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion
the company recorded a derivative liability. The derivative feature of the note taints all existing convertible instruments, specifically
the 900,000 warrants (term of 3 years) the company issued on April 2010 with an exercise price of $0.40.

F-8

On May 16, 2012, the Company issued 137,931 shares of Class
A Common Stock to convert $8,000 of the convertible note into equity. The note was converted in accordance with the conversion
terms, therefore, no gain of loss was recognized.

Fair Value Measurements –
Derivative liability:

The Company evaluated
the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its
host instrument and accounted for as a freestanding derivative. Due to the note not meeting the definition of a conventional debt
instrument because it contained a conversion rate that fluctuated with the Company’s stock price, the convertible note and
other dilutive securities were accounted for in accordance with ASC 815. According to ASC 815, the derivatives associated with
the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of
the note and any excess of the derivative value over the note payable value is recognized as additional interest expense at issuance
date.

Further, and in
accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding
adjustment as a “gain or loss on change in fair value of derivatives” in the consolidated statement of operations.
As of June 30, 2012 and December 31, 2011, the fair value of the embedded derivatives included on the accompanying consolidated
balance sheet was $154,167 and $121,546, respectively. During the quarter ended June 30, 2012 and the year ended December 31, 2011,
the Company recognized a loss on change in fair value of derivative liability totaling $7,647 and $87,116, respectively.

Key assumptions
used in the valuation of derivative liabilities associated with the convertible notes were as follows:

•

The note face amount as of 6/30/12 is $85,000 with an initial conversion price of 58% of the 3 lowest lows out of the 10 previous
days (effective rate of 43.57%).

•

The projected volatility curve for each valuation period was based on the historical volatility of the company;

•

An event of default would occur 1% of the time, increasing 1.00% per quarter to a maximum of 10%;

•

The Holder would redeem based on availability of alternative financing, increasing 2.0% monthly to a maximum of 10%; and

•

The Holder would automatically convert the notes at maturity if the registration was effective and the company was not in default.

The 3 year warrants with an exercise
price of $0.40 and no reset features were valued using the Black Scholes model and the following assumptions: stock price at valuation,
$0.10; strike price, $0.40; risk free rate 0.12%; 3 year term; and volatility of 522% resulting in a relative fair value of $89,753
relating to these warrants.

The accounting guidance for fair value measurements provides
a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined
as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. The accounting guidance
established a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. This hierarchy
prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs
that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the
full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used
to measure assets and liabilities at fair value. An asset or liability’s classification within the hierarchy is determined
based on the lowest level input that is significant to the fair value measurement.

F-9

Assets and liabilities measured at fair value on a recurring
and non-recurring basis consisted of the following at June 30, 2012

Carrying Value at

March 31, 2012

Level 1

Level 2

Level 3

Derivative Liability

$

154,167

$

-

$

-

$

154,167

The following is a summary of activity of Level 3 liabilities
for the quarter ended June 30, 2012:

Balance at December 31, 2012

$

121,546

Increase in liability due to debt

24,974

Derivative Gain - Convertible note

8,164

Derivative Loss - Tainted Warrants

(517

)

Balance June 30, 2012

$

154,167

Changes in fair value of the embedded conversion option liability
are included in other income (expense) in the accompanying statements of operations.

The Company estimates the fair value of the embedded conversion
liability utilizing the Black-Scholes pricing model, which is dependent upon several variables such as the expected term (based
on contractual term), expected volatility of our stock price over the expected term (based on historical volatility), expected
risk-free interest rate over the expected term, and the expected dividend yield rate over the expected term. The Company believes
this valuation methodology is appropriate for estimating the fair value of the derivative liability. The following table summarizes
the assumptions the Company utilized to estimate the fair value of the embedded conversion option at December 31, 2011:

Assumptions

June 30, 2012

Expected term

1.0

Expected Volatility

107

%

Risk free rate

0.21

%

Dividend Yield

0.00

%

There were no changes in the valuation techniques during
2012.The weighted average interest rate for short term notes as of June 30, 2012 was 9.62%.

7.

COMMON STOCK

Upon formation, the Company was authorized
to issue 50,000 shares of common stock with no par value. On September 7, 2007, the Company amended its articles of incorporation
to increase the number of authorized common shares to 1,000,000. On September 7, 2007, the Company enacted a 280 for 1 forward
stock split pursuant to an Amended and Restated Articles of Incorporation filed with the Secretary of State of the State of Nevada.
All share and per share data in the accompanying financial statements has been retroactively adjusted to reflect the stock split.
On November 28, 2007, the Company again amended its articles of incorporation to establish two classes of stock. The first class
of stock is Class A Common Stock, par value $0.0166, of which 59,000,000 shares are authorized and the holders of the Class A Common
Stock are entitled to one vote per share. The second class of stock is Class B Participating Cumulative Preferred Super-voting
Stock, par value $0.0166, of which 1,000,000 shares are authorized. Each share of Class B preferred stock entitles the holder to
one hundred votes, either in person or by proxy, at meetings of shareholders. The holders are permitted to vote their shares cumulatively
as one class with the common stock. The Class B Participating Cumulative Preferred Super-voting Stock pays dividends at 6%. For
the years ended December 31, 2011, 2010, 2009, 2008, and 2007, the board of directors did not declare any dividends. Total undeclared
Class B Participating Cumulative Preferred Super-voting Stock dividends as of December 31, 2011 2010, 2009, 2008, and 2007 were
$90,487, $70,237, $49,987 and $29,737, and $9,487 respectively.

F-10

Class A Common Stock

Issuances of the Company’s common
stock during the years ended December 31, 2007, 2008, 2009, 2010. 2011 and 2012 included the following:

Shares Issued for Cash

During 2007, 224,000 shares of Class
A common stock were issued for $36,000 cash with various prices per share ranging from $0.15 to $0.25. Additionally, the Company
paid cash offering costs of $2,500.

During 2008, 2,352,803 shares of Class
A common stock were issued for $360,250 cash with various prices per share ranging from $0.13 to $0.25. Additionally, the Company
paid cash offering costs of $1,500.

In 2009, 3,688,438 shares of Class A
common stock were issued for $437,435 cash with various prices per share ranging from $0.04 to $0.35. Additionally, the company
paid cash offering costs of $7,000.

In 2010, 2,138,610 shares of Class A
common stock were issued for $442,181 cash with various prices per share ranging from $.18 to $.35.

In 2011, 6,349,750 shares of Class A
common stock were issued for $1,318,751 cash with various prices per share ranging from $.20 to $.35.

In March 2012, 50,000 shares of Class
A common stock were issued for $5,000 cash with a share price of $0.10.

In April 2012, 50,000 shares of Class
A common stock were issued for $5,000 cash with a share price of $0.10.

In May 2012, 180,000 shares of Class
A common stock were issued for $18,000 cash with a share price of $0.10.

In June 2012, 1,000,000 shares of Class
A common stock were issued for $100,000 cash with a share price of $0.10.

Shares Issued for Services

In 2007, 14,000,000 vested shares of
Class A common stock were issued to founders having a fair value of $232,400, based on a nominal value of $0.0166 per share. The
$232,400 was expensed upon issuance as the shares were fully vested.

In 2007, 50,000 shares of Class A common
stock were issued for legal services provided to the company with a value of $7,500 or $0.15 per share, based on a contemporaneous
cash sales price.

In 2008, 169,000 shares of Class A common
stock were issued for services having a fair value of $34,530 ranging from $0.13 to $0.25 per share, based on contemporaneous cash
sales prices.

In March 2009, 8,000 shares of Class
A common stock were issued for services provided to the Company with a value of $2,400 or $0.07 per share, based on a contemporaneous
cash sales price.

In June 2009, 17,333 shares of Class A common stock were
issued for services provided to the Company with a value of $2,600 or $0.15 per share, based on a contemporaneous cash sales price.

In August 2009, 41,000 shares of Class
A common stock were issued for services provided to the Company with a value of $6,150 or $0.15 per share, based on a contemporaneous
cash sales price.

F-11

In February 2009, 500,000
shares of contingently returnable Class A common stock were issued to a consultant pursuant to an agreement whereby the consultant
must establish a contract with a specific distributor and produce a sale of the Company’s product through such distribution
channel. As of the date of this filing, no sales have occurred under the contract and the shares are not considered issued or
outstanding for accounting purposes.

In January
2010, 21,000 shares of Class A common stock were issued for services provided to the Company with a value of $5,250 or $0.25 per
share, based on a contemporaneous cash sales price.

In June 2010, 750,000 shares of Class
A common stock were issued for services provided to the Company with a value of $270,200 at values ranging from $0.20 to $0.50
per share, based on a contemporaneous cash sales price.

In July 2010, 250,000 shares of Class
A common stock were issued for services provided to the Company with a value of $37,500 or $0.15 per share, based on a contemporaneous
cash sales price.

In December 2010, 55,000 shares of Class
A common stock were issued to 2 vendors for services with a value of $28,050, based on based on a contemporaneous cash sales price.

In June 2011, 815,000 shares of Class
A common stock were issued for services provided to the Company with a value of $220,050 at $0.27 per share, based upon the fair
value of the common stock on a quoted exchange at the date of grant.

In August 2011, 50,000 shares of Class A common stock were
issued for services provided to the Company with a value of $10,000 at $.20 per share, based upon the fair value of the common
stock on a quoted exchange at the date of grant.

In November 2011, 100,000 Shares of
Class A common stock were issued for services provided to the Company with a value of $20,000 at $0.20 per share, based upon the
fair value of the common stock on a quoted exchange at the date of grant.

In March 2012, 125,000 shares of Class
A common stock were issued for services provided to the Company with a value of $12,500 at $0.10 per share, based upon the fair
value of the common stock on a quoted exchange at the date of grant.

In June 2012, 125,000 shares of Class
A common stock were issued for services provided to the Company with a value of $172,500 at $0.14 per share, based upon the fair
value of the common stock on a quoted exchange at the date of grant. As of June 30, 2012, the common stock remained unissued and
was recorded as a payable.

Shares Issued in Conversion of
Other Liabilities

During 2008, 100,000 shares of Class
A common stock were issued upon conversion of a $35,000 liability to a vendor. The shares were valued at $0.15 per share or $15,000,
based on a contemporaneous cash sales price and the Company recorded a $20,000 gain on conversion of debt.

In July 2009, 139,944 shares of Class
A common stock were issued upon conversion of a $48,980 liability from a vendor. The shares were valued at $16,793 or $0.12, based
on a contemporaneous cash sales price. The Company agreed with the vendor, prior to conversion, that it would guarantee the value
of the stock, when sold by the vendor, up to the dollar value for the 2009 liability converted ($48,980) and the above mentioned
2008 conversion as it was the same vendor ($35,000) and any difference in value, if less than the liability, would be paid in cash
by the Company. As a result, the Company recorded the $48,980 conversion as a liability along with the prior year conversion of
$35,000 which resulted in an additional loss on conversion of $35,000. The total cumulative liability to guarantee equity value
from fiscal 2009 totaled $83,980 as relating to the above shares at December 31, 2009. These shares were actually issued in 2010;
however the liability was recorded in 2009 based on this guarantee

In August 2009, the Company converted
$55,200 of loans due to a shareholder into 788,571 shares of common stock, which were valued at $118,286 or $0.15 per share, based
on contemporaneous cash sales prices of the Company’s common stock. The Company recognized a loss on conversion of $62,637
and charged $449 to interest expense.

F-12

During 2010,
247,249 shares of Class A common stock were issued upon conversion of $39,272 of vendor liabilities. The shares were valued from
$0.10 to $.36 per share, based on a contemporaneous cash sales price and the Company recorded a $49,615 loss on conversion of
debt

In March 2010, 120,000 shares of Class
A common stock were issued upon conversion of a $24,000 liability from a vendor. The shares were valued at $42,000 or $0.35 per
share, based on a contemporaneous cash sales price and the Company recognized a loss on conversion of $18,000. We agreed with the
vendor, prior to conversion, that we would guarantee the value of the stock, when sold by the vendor, up to the dollar value for
the 2009 liability converted in 2010 of $24,000, plus an additional $11,000 for a total sales price of $35,000 when sold by the
vendor. Any difference in value, if less than the liability, will be paid by us in cash or through the issuance of additional common
stock. As a result, we recorded the $24,000 conversion as a liability along with the additional $11,000 guarantee for a total guarantee
liability of $35,000. During 2011, the vendor forgave $25,000 of the payable where the company recorded as gain on forgiveness
of debt. A cash payment of $3,000 was also made in relation to the total payable outstanding.

The total cumulative liability to guarantee
equity value totaled $90,980 as of December 31, 2011. No shares have been sold by the vendor through December 31, 2011. 259,942
shares of the Company’s common stock are guaranteed to cover the existing liability.

In 2010 the Company issued 900,000 warrants
to several investors in the Company. These warrants are attached to issuances of common stock.

Warrant Activity for the Quarter Ended
June 30, 2012 is as follows:

Warrant
Shares

Exercise
Price

Value if
Exercised

Expiration Date

April 15, 2010

900,000

$

.040

$

360,000

April 15, 2013

In October 2011 and January 2012, the
Company issued a Convertible Notes which as a result taints all convertible instruments outstanding. As such the Company
recorded a derivative liability of $194,048 for warrant outstanding,

In May 2012, the Company issued 137,931 shares of Class A
Common Stock to convert $8,000 of the Convertible note, per the terms of the agreement. The company recognized a loss on the conversion
of $6,198.

2010 Equity Incentive Plan

In June 2010, we registered 4,000,000
shares of our Class A Common Stock pursuant to our 2010 Equity Incentive Plan which was also enacted in June 2010. Our Board of
Directors have authorized the issuance of the Class A Shares to employees upon effectiveness of a recently issued Registration
Statement. The Equity Incentive Plan is intended to compensate Employees for services rendered. The Employees who will participate
in the 2010 Equity Incentive Plan have agreed or will agree in the future to provide their expertise and advice to us for the purposes
and consideration set forth in their written agreements pursuant to the 2010 Equity Incentive Plan. The services to be provided
by the Employees will not be rendered in connection with: (i) capital-raising transactions; (ii) direct or indirect promotion of
our Class A Common Shares; (iii) maintaining or stabilizing a market for our Class A Common Shares. The Board of Directors may
at any time alter, suspend or terminate the Equity Incentive Plan.

As of June 30, 2012, 800,000 shares
were approved under this plan for issuance by the Board of Directors.

As of June 30, 2012, the balance sheet
date, none of the shares under this plan were granted or issued.

F-13

Class B Participating Cumulative
Preferred Super-voting Stock

Issuances of the Company’s preferred
stock during the years ended December 31, 2007, 2008 and 2009 included the following:

Shares Issued for Cash

In 2007, 133,333 shares of Class B preferred
stock were issued for $45,000 cash or $0.3375 per share.

Shares Issued for Services

In 2007, 866,667 shares of Class B preferred
stock were issued to founders for services rendered during 2007 with a value of $0.3375 per share based on the above contemporaneous
sale of Class B preferred stock.

8.

COMMITMENTS AND CONTINGIENCIES

Employment Agreements

Effective March 26, 2008, the Company
entered into two employment agreements with its Chief Executive Officer and Chief Financial Officer. These agreements established
a yearly salary for each of $120,000. As of June 30, 2012 and December 31, 2011, the Company owed its officers $102,986 and $120,068,
respectively, based on the terms of the agreement.

During the year ended December 31, 2007,
neither officer was paid for his services. Based on the value of the above agreement, the Company recorded the estimated value
of contributed services from its officers of $111,781 representing work performed from formation of the Company through December
31, 2007.

Stock Issuance Commitment

On April 3, 2012 The Company entered into an agreement with
one of its vendors, whereby the vendor will provide services valued at $12,500 in exchange for 125,000 shares of contingently issuable
Restricted Class A Common Stock at $0.10 per share.

Operating Leases

The company currently leases office space. The monthly cost
of the lease is approximately $1,400. The original lease agreement expired on September 30th, 2011. Company management executed
a Lease Modification and Extension Agreement dated March 15th, 2010, reducing the monthly lease payment from $1,783.19 to $1,400.00
per month, extending the lease term for an additional one year commencing October 1, 2010 and ending on September 30, 2011. On
August 17, 2011, the lease was extended for a period of one year beginning on October 1, 2011 and ending on September 30, 2012.
With the extension, the Company has the option to extend the lease for one more 24 month period commencing in 2012, but will negotiate
rent at a market rate agreed to by lessor and lessee.

Legal Matters

From time to time, we may be involved in litigation relating
to claims arising out of our operations in the normal course of business. As of June 30, 2012, there were no pending or threatened
lawsuits that could reasonably be expected to have a material effect on the results of our operations.

In March of 2010, Attune RTD engaged the services of a vendor
to complete work described in the Scope of Services portion of a March 2010 agreement. Pursuant to the Agreement, the company paid
the vendor a total of $70,618 towards the completion of services. The agreement contained a “not to exceed cost” of
$89,435. On or about September 21, 2010 the company issued vendor 250,000 shares of Restricted Class A Common Stock as an incentive
for vendor to deliver services not later than March 1, 2011. Vendor agreed to incrementally deliver work in process. No work in
process or finished work of any kind was received from vendor. Vendor requested the company pay an additional $18,818.On or about
October 4, 2010, vendor repudiated the agreement. On February 23, 2011 The Company engaged the services of legal counsel and made
written demand for the return of the stock certificate and attempted to initiate settlement negotiations. Vendor did not acknowledge
receipt of letter. The company has issued a “Stop” on vendor’s certificate.

F-14

On September 25, 2011, the company received Notice of Chapter
7 Bankruptcy Case filed personally by vendor. Company is discussing with counsel the filing of an adversary proceeding to be filed
on or before December 5th, 2011. Additionally, company is currently contemplating litigation with counsel for legal remedies to
obtain the return of the unearned stock certificate and compensation for Attune's alleged damages resulting from vendors failure
to perform and subsequent repudiation of the contract, including the companies lost opportunity costs. Should company pursue litigation
against vendor these costs will need to be established by an economic expert. Vendor could conceivably pursue litigation against
the company for the $18,818, however the Company believes this is not probable and therefore a contingent liability is not warranted.

9.

RELATED PARTY TRANSACTIONS

As of June 30, 2012 and December 31,
2011, the Company owed its 2 principal officers combined accrued salaries of $102,986 and $120,068, respectively.

On
July 20, 2012, the Company finished filming raw footage for its marketing communications message and is now in the process of
being edited for cable television.

On
July 23, 2012 the Company paid its vendor for the initial fifty BrioWave pilot controllers.

On
July 30, 2012 the Company signed a six month professional services agreement with Wakabayashi Fund LLC beginning on the date of
execution and ending six months later for the purpose of arranging financing, providing institutional awareness and public relations
services valued at $150,000. Under the terms of the agreement, the Company will issue 750,000 shares of restricted class a common
stock as pre-payment for services and has agreed to contingently issue an additional 750,000 shares of restricted class a common
stock after the company has received equal to or greater than $500,000 in working capital as a result of Wakabayashi’s activities.
Additionally, the company has agreed to pay a 7% success fee related to any financing brought to the company as a result of Wakabayashi’s
activities.

On
August 2, 2012 the Company is delivering a BrioWave controller device to Southern California Edison for the purpose of evaluating
the technology.

On
August 15, 2012 the Company is meeting with Oncor Energy for the purpose of discussing its BrioWave technology

On
or about August 17, 2012 the Company is scheduled to meet with TXU Energy Retail for the purposes of following up on discussions
related to its BrioWave technology.

F-15

ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Results of Operations for the
Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

Revenue.
For both quarters ended June 30, 2012 and 2011, the company had limited revenues. The Company is in the development stage and
during the quarter ended June 30, 2012 had revenues of $11,502 and for $0 for the same quarter ended June 30, 2011.

Gross Profit.
Since the company has yet to record and or achieve any significant revenues, it does not have any costs associated with sales,
therefore there are no gross profits to report.

Operating
Expenses. Total operating expense was $219,811 for the three months ended June 30, 2012, compared to $528,164 for the same
period in 2011 a decrease of approximately 58%. This decrease was primarily caused by reduced operating expenses stemming from
the company in 2012 moving towards production with the substantial product development occurring in the same quarter in 2011. For
the three months ended June 30, 2012 the Company incurred public relations expense of $30,000 compared to $0 in the June 30, 2011
quarter. Marketing expense in the quarter ended June 30, 2012 increased by approximately $23,000 from the quarter ended June 30,
2011.

Provision
for Income Taxes. Our income taxes for the three months ended June 30, 2012 were $800, compared to $800 for the same period
in 2011. We did not incur any federal tax liability for the three months ended June 30, 2012 and 2011 because we incurred operating
losses in these periods.

Net Earnings.
We generated net losses of approximately $205,187 for the three months ended June 30, 2011 compared to approximately $529,558
for the same period in 2012, a decrease of 61%.Thebiggest item impacting the three months ended June 30,
2012 compared to June 30, 2011 was the recognition of income related to the change in the fair value of the derivative.

Results of Operations for the
Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

Revenue.
For both six months ended June 30, 2012 and 2011, the company has had limited revenues. The Company is in the development stage
and for the first six months of 2012 had revenues of $11,502 from one customer, while for the same period in 2011 had revenue of
$13,715 from one customer.

Gross Profit.
Since the company has yet to record any significant revenues, it does not have any costs associated with sales, therefore there
are no gross profits to report.

Operating
Expenses. Total operating expense was $370,977 for the six months ended June 30, 2012, compared to $715,186 for the same period
in 2011, a decrease of approximately 48%. This decrease was primarily caused by reduced operating expenses stemming from the company
in 2012 moving towards production with the substantial product development occurring in the same six month period in 2011. Payroll
related expenses decreased in the six months ended June 30, 2012 by approximately 19% from the previous six month period in 2011.
Product development expense decreased by approximately $140,000 in the June 30, 2012 period compared to June 30, 2011.

Provision
for Income Taxes. Our income taxes for the six months ended June 30, 2012 were $800, compared to $1,966 for the same period
in 2011. We did not incur any federal tax liability for the six months ended June 30, 2012 and 2011 because we incurred operating
losses in these periods. The income tax relates solely to the minimum tax due to the State of California.

Net Earnings
(Loss). We generated net losses of approximately $414,672 for the six months ended June 30, 2012 compared to approximately
$705,328 for the same period in 2011, a decrease of 41%.

4

Liquidity and Capital Resources

General.
At June 30, 2012, we had cash of $75,938. We have historically met our cash needs through a combination of proceeds from private
placements of our securities and from loans. Our cash requirements are generally for operating activities.

Our operating
activities used cash in operations of approximately $330,445 for the six months ended June 30, 2012, and we used cash in operations
of approximately $600,339 for the same period in 2011. The principal elements of cash flow from operations for the six months ended
June 30, 2012 included a net loss of $414,675 offset by; depreciation and amortization expense of $67,112, and stock-based expenses
of $30,000.

Cash used in
investing activities during the six months ended June 30, 2012 was $0 compared to $11,500 during the same period in 2011.

Cash received
in our financing activities was $152,247 for the six months ended June 30, 2012, compared to cash received of approximately $1,275,542
during the same period in 2011.

As of June
30, 2012, current liabilities exceeded current assets by 7.4 times or $484,212, compared to December 31 2011, where current liabilities
exceeded current assets by 2 times or by $254,793. Current assets decreased approximately 71.5% from $266,626 at December 31, 2011
to $75,938 at June 30, 2012 while current liabilities increased 7% to $560,150 at June 30, 2012 from $521,419 at December 31, 2011.
As a result, our working capital deficit increased from $254,793 at December 31, 2011 to $484,212 at June 30, 2012.

Currently,
the Company has sufficient capital to meet its current cash needs. The Company will continue to seek additional capital and long
term debt financing to attempt to provide working capital to meets its operating requirements. The Company is currently making
a private placement of its stock to raise capital, but there is no assurance that the Company can raise sufficient capital or obtain
sufficient financing to enable it to sustain monthly operations.

Going Concern Qualification

The Company
has incurred significant losses from operations, and such losses are expected to continue. The Company’s auditors have included
a "Going Concern Qualification" in their report for the year ended December 31, 2011. In addition, the Company has limited
working capital. The foregoing raises substantial doubt about the Company's ability to continue as a going concern. Management's
plans include seeking additional capital or debt financing. There is no guarantee that additional capital or debt financing will
be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty. The "Going Concern Qualification"
might make it substantially more difficult to raise capital.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2
of the Exchange Act), we are not required to provide the information called for by this Item 3.

5

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management,
our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the
material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries,
and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based
on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were not effective as of June 30, 2012.

There were no changes in the Company’s internal controls
over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely
to materially affect the Company’s internal control over financial reporting.

6

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings.
From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff
or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is
likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A.RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2
of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

Number

Description

3.1

Articles of Incorporation*

3.2

Bylaws*

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed with and incorporated by reference to the Company’s
Registration Statement on Form S-1, as amended (File No. 333-163570), as filed with the Securities and Exchange Commission on December
8, 2009.

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATTUNE RTD

(Name of Registrant)

Date: November 15,
2012

By:

/s/
Shawn Davis

Shawn Davis

Chairman and Chief Executive Officer

8

EXHIBIT INDEX

Number

Description

3.1

Articles of Incorporation*

3.2

Bylaws*

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed with and incorporated by reference to the Company’s
Registration Statement on Form S-1, as amended (File No. 333-163570), as filed with the Securities and Exchange Commission on December
8, 2009.

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